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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

 

Date of Report (Date of earliest event reported): December 4 through 31, 2024

 

NEW CONCEPT ENERGY, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Nevada 000-08187 75-2399477

(State or other

jurisdiction of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

     
   

1603 LBJ Freeway, Suite 300

Dallas, Texas

 75234
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 972-407-8400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 30.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of Each Class

Trading

Symbol

 

Name of Each Exchange on which Registered

 

Common Stock, par value $0.01

 

GBR

 

NYSE American

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ('230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ('240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

 

  
 

 

Section 5 – Corporate Governance and Management

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On December 4, 2024, the Annual Meeting of Stockholders of New Concept Energy, Inc. (“Company” or the “Registrant”) was called to be held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated October 29, 2024, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act. On the record date of October 28, 2024, a total of 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock was outstanding, with each share entitled to cast one vote. Such meeting was recessed to December 16, 2024 at the same time, but on such date the meeting was again recessed to December 31 2024 at 10:30 A.M.

 

At the meeting on December 31, 2024, proxies representing at least 4,587,988 shares (89.4% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 5,131,934 shares of Common Stock at least, 1,417,583 shares (27.62%) are held in DTC/CEDE accounts.

 

At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes for, against or withheld, as well as the number of abstentions (broker non-votes were not reported):

 

Name 

No. of Votes

For

   Of Shares
Voted, % For		   No. of Votes
Withheld		   No. of Votes
Abstained		  

Broker Non-

Votes

 
Gene S. Bertcher   2,114,469    41.20%   161,102    -0-    -0- 
Richard W. Humphrey   2,125,991    41.43%   149,580    -0-    -0- 
Dan Locklear   2,078,441    40.50%   197,130    -0-    -0- 
Cecelia Maynard   2,069,409    40.32%   206,162    -0-    -0- 
Raymond D. Roberts, Sr.   2,177,847    42.44%   97,724    -0-    -0- 

 

All of the nominees named above, each of whom is currently a director of the Company at such recessed Annual Meeting.

 

The second matter presented at the Annual Meeting was the ratification of the appointment of Turner Stone & Company LLP as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2024, and any interim period. A total of 4,366,763 votes were cast FOR, 220,690 votes were cast AGAINST, and 535 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes. On the basis of such votes, the second proposal was approved.

 

The Annual Meeting of the Board of Directors was held later in the day, December 31, 2024. At such meeting, Gene S. Bertcher was reelected Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer of the Company and Richard W. Humphrey was selected as the Presiding Director by the independent directors.

 

 2 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: December 31, 2024

 

  NEW CONCEPT ENERGY, INC.
   
     
  By: /s/ Gene S. Bertcher
    Gene S. Bertcher, President, Chief Executive and Financial Officer

 

 

3

 

 

 

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Dec. 31, 2024
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Document Period End Date Dec. 31, 2024
Entity File Number 000-08187
Entity Registrant Name NEW CONCEPT ENERGY, INC.
Entity Central Index Key 0000105744
Entity Tax Identification Number 75-2399477
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1603 LBJ Freeway
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75234
City Area Code 972
Local Phone Number 407-8400
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Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol GBR
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Entity Emerging Growth Company false
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